April 1, 2003
Konica Shifts to a Holding Company Structure by Splitting its Businesses into Separate Companies
Tokyo (April 1, 2003) - Konica Corporation announces that it has separated all of its businesses and shifted to a holding company system as of April 1, 2003.
The spun-off four business companies and two common-function companies will further rapidly promote their technological innovations and business transitions in their respective business fields. Konica Corporation, as a holding company, will promote management of the newly structured group.
In todays world where global competition and digital and networking is ever-more expediting, we have been seeking the most efficient corporate structure to succeed in each business field. At Board of Directors meeting held on November 8, 2002, we made a decision to execute company separation agreements for the establishment of a holding company by splitting its businesses. On December 19, 2002, special shareholders meeting was held to obtain approval of the company separation agreements, and we have today shifted to the new corporate structure.
By aggressively promoting such a drastic corporate structural change, we will
further expedite management decision-making, further strengthen competitiveness
of the business companies, aggressively promote alliances in order to maximize
corporate value and to seek shareholder satisfaction, customer satisfaction,
and employee satisfaction.
Purpose and Functions of the New Corporate Structure
Konica is actively providing products and services in wide-ranging fields in each of its business segments with Imaging as its business domain. In the imaging fields, market needs are changing quickly along with the rapid spread of digitization and the networking. These changes demand drastic reforms to conventional business models in the imaging field.
To continue to grow under these conditions, Konica further promote digitization in its imaging input and output technologies on the basis of its competitive core technologies and reform its business structure speedily and in a manner that is appropriate to the needs of each market.
To this end, Konica clearly separated decision-making of the group management and business operations, and in order to maximize corporate value, shifted to the most efficient corporate structure having a holding company, four business companies and two common function companies.
Konica as the holding company will seek to maximize corporate value for the entire Konica Group by promoting portfolio management and fortifying corporate governancesuch as planning and deciding the group strategy (planning of budget and medium-term strategy, strategic alliances, incubation of new businesses, rearranging business portfolio), optimizing distribution of managerial resources (human resources, finance, technologies, etc.), enforcing group management and monitoring (compliance, corporate brand, environmental safety, quality control, information technology, operational evaluation).
To enhance competitiveness in all of its fields, Konicas businesses have been reorganized into four business companies according to such criteria as market characteristics, customers, and value chain. Two common function companies have been established to raise levels of specialization and enhance efficiency in indirect operations.
Konica will strive to further bolster competitiveness in each of its businesses through clear delineation of responsibility, independent management, flexible organizational administration, and speedy decision-making.
*Please refer to the following outline of the companies and the Konica Group chart for details:
Outline of the Holding Company
1 Company name Konica Corporation 2 Nature of company Holding company 3 Foundation April 1873 4 Establishment December 1936 5 Head office 1-26-2 Nishishinjuku, Shinjuku-ku, Tokyo 6 President and CEO Fumio Iwai 7 Capital ¥37,519 million 8 Issued stock 357,655,368 shares 9 Fiscal year-end March 31 10 Number of employees 100
Outline of the Separated Companies
1 Company name Konica Photo Imaging Corporation Konica Medical and Graphic Corporation Konica Business Technologies Corporation 2 Business Manufacture and sale of color film and paper, minilab system, inkjet media, film and digital cameras, ID photo system and ID photos business, etc. Manufacture and sale of medical and plate-making film, and processing equipment, etc. Manufacture and sale of copiers and other office equipment, and related consumable supplies 3 Establishment October 1, 2002 October 1, 2002 October 1, 2002 4 Head office 1 Sakura-machi, Hino,Tokyo 1-26-2 Nishishinjuku, Shinjuku-ku, Tokyo 2970 Ishikawa-machi, Hachioji, Tokyo 5 President and CEO Hideaki Iwama Teruo Kawaura Hirofumi Sakaguchi 6 Capital ¥500million ¥500million ¥500million 7 Fiscal year-end March 31 March 31 March 31 8 Consolidated sales*1 ¥196,000million ¥119,000million ¥186,000million 9 Consolidated number of employees*2 4,540 2,530 7,030 10 Major shareholders Konica Corporation 100% Konica Corporation 100% Konica Corporation 100%
- as of March 2002
- as of October 2002
1 Company name Konica Opto Corporation Konica Techno-logy Center Corporation Konica Business Expert Corporation 2 Business Manufacture and sale of optical products and related devices, and electronic materials Development and incubation of R&D businesses and new technologies, and intellectual property rights administration and management services. Comprehensive management support, and indirect functions and services 3 Establishment October 1, 2002 October 1, 2002 October 1, 2002 4 Head office 2970 Ishikawa-machi, Hachioji, Tokyo 1 Sakura-machi, Hino, Tokyo 2970 Ishikawa-machi, Hachioji, Tokyo 5 President and CEO Takashi Matsumaru Kaoru Onodera Takamasa Shintani 6 Capital ¥500million ¥50million ¥495million 7 Fiscal year-end March 31 March 31 March 31 8 Consolidated sales*1 ¥37,000million --- --- 9 Consolidated number of employees*2 1,760 410 830 10 Major shareholders Konica Corporation 100% Konica Corporation 100% Konica Corporation 100%
- as of March 2002
- as of October 2002
The konica Group
Notice to U.S. Investors
This press release includes forward-looking statements that reflect the plans and expectations of Konica Corporation and Minolta Co., Ltd., in relation to the proposed share exchange and integration of management and the benefits resulting from them. To the extent that statements in this press release do not relate to historical or current facts, they constitute forward-looking statements. The forward-looking statements are based on the current assumptions and beliefs of Konica Corporation and Minolta Co., Ltd. in light of the information available to them, and involve known and unknown risks and uncertainties. Potential risks and uncertainties include, but are not limited to, the ability of Konica Corporation and Minolta Co., Ltd. to integrate their operations effectively, as well as the factors identified under Forward-Looking Statements of the Annual Report 2002 of Konica Corporation and Disclaimer Regarding Forward-Looking Statements of the Annual Report 2002 of Minolta Co., Ltd. Such risks, uncertainties and other factors may cause the actual results, performance or financial position of the new corporate group referred to in this press release to differ materially from those expressed or implied in the forward-looking statements. Konica Corporation and Minolta Co., Ltd. undertake no obligation to update publicly any forward-looking statements after the date of this press release.
This press release relates to a proposed share exchange which involves the securities of two Japanese companies, Konica Corporation and Minolta Co., Ltd. The share exchange is subject to Japanese disclosure requirements that are different from those of the United States. Financial information included in the document has been prepared in accordance with Japanese accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Konica Corporation and Minolta Co., Ltd. are located in Japan, and some or all of their officers and directors are residents of Japan. You may not be able to sue the companies or their officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel the companies and their affiliates to subject themselves to a U.S. courts judgment.
You should be aware that Konica Corporation and Minolta Co., Ltd. may purchase securities otherwise than under the share exchange, such as in open market or privately negotiated purchases.